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BYLAWS OF THE SCHOOL OF MEDICINE AND BIOMEDICAL SCIENCES Revised June, 2010 PREAMBLE The faculty of the School

of Medicine and Biomedical Sciences of the State University of New York at Buffalo hereby sets forth its Bylaws through which it shall discharge its duties and responsibilities to the School's educational program, as specified by the Policies of the Board of Trustees. STATEMENT OF MISSION: To Educate To Discover To Heal

It is the mission of the School of Medicine and Biomedical Sciences of the University at Buffalo to advance health and wellness across the life span for the people of New York and the world through the education of tomorrows leaders in health care and biomedical sciences, innovative research and outstanding clinical care. Mission Goals: Attract the most promising individuals and support their development Enhance our intellectual and technological environment to foster exceptionally creative science and education Develop and maintain excellent clinical programs to provide outstanding care Cultivate excellence, collegiality, and diversity Observe the highest standards of ethics, integrity, professionalism, and humanism Apply advances in science, medicine, and education to the betterment of humanity

TABLE OF CONTENTS PREAMBLE ARTICLE I DEFINITIONS Section 1. Terms ARTICLE II FACULTY MEMBERSHIP, VOTING FACULTY AND ACADEMIC TITLES Section 1. Faculty Membership

Section 2. Voting Faculty Section 3. Academic Titles: Special and Dual Appointments ARTICLE III FACULTY COUNCIL Section 1. Functions of the Faculty Council Section 2. Composition of the Faculty Council Section 3. Electorate Section 4. Departmental Representation Section 5. Term of Office Section 6. Election of the Faculty Council Section 7. Resignations Section 8. Vacancies Section 9. Election of Officers Section 10. Meetings Section 11. Minutes Section 12. Conduct of Elections Section 13. Steering Committee of the Faculty Council Section 14. Committees Section 15. Structure and Duties of Standing Committees Section 16. Mail Ballot ARTICLE IV THE DEAN Section 1. Responsibilities ARTICLE V DEPARTMENTAL CHAIRPERSONS Section 1. Responsibilities

ARTICLE VI THE EXECUTIVE COMMITTEE Section 1. Composition Section 2. Responsibilities Section 3. Election and Term of Office ARTICLE VII DEPARTMENTS OF STUDY Section 1. Listing of Departments of Study Section 2. Changing Departmental Structure ARTICLE VIII BASIC SCIENCE COUNCIL AND CLINICAL COUNCIL Section 1. Composition Section 2. Responsibilities ARTICLE XI ADOPTION AND AMENDMENT OF THE BYLAWS Section 1. Proposal of New Amendments or Bylaws Section 2. Adoption of New Bylaws or Amendments

Appendix A: Evaluation Process for Changing Departmental Structure

ARTICLE I DEFINITIONS Section 1. Terms: As used by these Bylaws, unless otherwise specified, the following definitions shall apply: (a) "University": State University of New York at Buffalo. (b) "School of Medicine and Biomedical Sciences": The School of Medicine and Biomedical Sciences of State University of New York at Buffalo. (c) "Board of Trustees": The Board of Trustees of State University of New York. (d) "Chancellor": The Chancellor of State University of New York

(e) "President": The President of State University of New York at Buffalo. (f) "Vice President for Health Sciences": The Vice President for Health Sciences of State University of New York at Buffalo. (g) "Dean": The Dean of the School of Medicine and Biomedical Sciences, State University of New York at Buffalo. (h) "The Faculty": The faculty of the School of Medicine and Biomedical Sciences, State University of New York at Buffalo. (i) "Unqualified Academic Rank": Rank held by those members of the academic staff with unqualified titles of professor, associate professor, assistant professor, instructor, and assistant instructor, including geographic full-time faculty members having such titles, as defined in the current Policies of the Board of Trustees of the University. (k) "Qualified Academic Rank": Rank held by those members of the academic staff with qualified titles of lecturer, or titles of academic rank preceded by the designation "clinical", "research", or "visiting", or other designations. (l) "Consultation with Faculty": In those matters specifically designated, "consultation with faculty" refers to a joint meeting between the Dean or his or her representative and the officers or appropriate committee of the Faculty Council. A report of their deliberations shall be presented to the Faculty Council except in those instances when the Dean or his or her representative and the officers of the Faculty Council jointly and unanimously agree that it is inappropriate. (m) "Appointment", "Promotion", and "Promotion with Tenure": Appointment, promotion and promotion with tenure will be in conformity with the current Policies of the Board of Trustees. (n) "Department": A distinct division of the School of Medicine and Biomedical Sciences, State University of New York at Buffalo, which has a specialized academic function, chair, faculty, and operating budget. ARTICLE II FACULTY MEMBERSHIP, VOTING FACULTY, AND ACADEMIC TITLES Section 1. Faculty Membership: The faculty of the School of Medicine and Biomedical Sciences shall comprise:

(a) The Dean and all Associate and Assistant Deans of the School of Medicine and Biomedical Sciences

(b) All persons holding unqualified or qualified academic rank in the School of Medicine and Biomedical Sciences (c) Representative from the Medical Alumni Association, the President or his/her designee Section 2. Voting Faculty: The voting faculty of the School of Medicine and Biomedical Sciences shall comprise:

(a) The Dean and all Associate and Assistant Deans of the School of Medicine and Biomedical Sciences (b) Members of the academic staff with the rank of instructor or above, including research, clinical and volunteer staff, who shall be determined to have significant participation in the teaching in the School of Medicine and Biomedical Sciences. This determination shall be made on a yearly basis by the chair of the department when the voting list is presented for submission to the Elections and Bylaws Committee for approval. A representative of the Medical Alumni Association shall be a voting member. The voting faculty shall not include individuals who: -hold hospital residency, fellowship or similar appointments; -are candidates for any degree granted by the University. (d) Regular Meeting of the Voting Faculty: There shall be an annual meeting of the faculty of the School of Medicine and Biomedical Sciences in May which may, among other matters, be devoted to reports from the President, the Vice President for Health Sciences, the Dean, and the President of the Faculty Council. The presiding officer at such regular meetings of the faculty shall be the President of the University or in his or her absence the Dean or designee. (e) Special Meetings of the Voting Faculty: The President of the University, the Vice President for Clinical Affairs, the Dean, or the President of the Faculty Council may call special meetings of the voting faculty. In addition, special meetings may be called by a petition of at least twenty-five percent (25%) of the membership of the Faculty Council, or by petition of ten percent (10%) or more of the members of the voting faculty, delivered to the Secretary of the Faculty Council. Notice of special meetings of the voting faculty shall be transmitted by the Secretary of the Faculty Council to each member of the electorate at least two (2) weeks prior to the meeting, and shall include the agenda. The special meeting shall be held within one (1) month of receipt of the petition. For special meetings called by petition, the petition shall contain the matters to be presented at the special meeting. Section 3. Academic Titles:

(a) Academic Titles: All appointments of the faculty which are made after the adoption of these Bylaws shall conform to the designated titles provided under the current Policies of the Board of Trustees. ARTICLE III FACULTY COUNCIL Section 1. Function of the Faculty Council: The Faculty Council shall secure participation by the faculty in initiation, development, implementation, and maintenance of the educational programs of the School of Medicine and Biomedical Sciences with respect to policies and procedures governing: (a) the curriculum of the School; (b) student admissions; (c) student academic progress; (d) awarding of degrees; (e) faculty appointment, promotion and tenure; (f) grievance procedures; (g) the organizational structure of the School of Medicine and Biomedical Sciences The Faculty Council shall be the official organization of the faculty through which consultation between the Dean and faculty shall be achieved. Section 2. Composition of the Faculty Council: The Faculty Council shall be composed of: (a) Representatives elected by and from the departments of the School of Medicine and Biomedical Sciences specified in ARTICLE VII of these Bylaws. (b) Voting Ex officio: The Dean and the chairs or acting chairs of the departments of the School of Medicine and Biomedical Sciences specified in ARTICLE VII of these Bylaws. The President of the Medical Alumni Association of this school or his/her designee shall be a voting ex officio member. The officers including the President, President-Elect, Past-President, Secretary and Parliamentarian of the Faculty Council and voting members of the Faculty Council Steering Committee whose elected terms as department representatives to the Faculty Council expire during the period of their tenure on the Steering Committee shall remain as voting ex officio members of the Council.

(c) Non-voting Ex officio: Chairs of the standing committees of the Faculty Council who do not fall under categories (a) and (b) above, shall be non-voting ex officio members of the Faculty Council. Section 3. Electorate: The electorate for the Faculty Council shall consist of the voting faculty as defined in ARTICLE II, Section 2, of these Bylaws. The Standing Committee on Elections and Bylaws of the Faculty Council will review all the names supplied to it by the departments, and shall issue a voting list for each year. The Standing Committee on Elections and Bylaws shall decide all questions and disputes on membership that may arise. Section 4. Departmental Representation: Each department shall elect at least one (1) representative and one (1) alternate, and each department having a voting membership between eleven (11) and twenty-five (25) (inclusive) shall elect a second representative. One (1) further representative shall be elected by each eligible department for every additional twenty-five (25) voting members or fraction thereof, up to a limit of eight (8) representatives in all from each department. For the purpose of these elections, the departments shall be those defined in ARTICLE VII of these Bylaws as full departments. Divisions or other subsidiary units will not be treated as departments for the purpose of electing representatives. Each department shall elect, or the department chair shall appoint, (for a term or any fraction thereof) one (1) alternate representative for every two (2) elected representatives, who shall act as a voting substitute, when necessary, for any one (1) of the regular representatives of that department. Departments with three (3) representatives shall elect (or chair shall appoint) two (2) alternates, those with five (5) representatives shall elect (or chair shall appoint) three (3) alternates, etc. Section 5. Term of Office: Representatives elected to the Faculty Council shall serve for a term of two (2) years, in staggered terms in those cases where a single department has more than one (1) representative. A representative to the Faculty Council shall be ineligible for reelection/re-appointment after three (3) consecutive two-year terms for a period of one (1) year following his or her final term. The timing and other details of these elections/appointments, where not specified in these Bylaws, shall be prescribed by the Standing Committee on Elections and Bylaws of the Faculty Council. Section 6. Election of the Faculty Council: In all elections, candidates for the office of representative shall be nominated first by secret ballot. The final ballot shall then be constructed to contain the names of those candidates who received the largest number of nominating votes and who agree to serve, up to the point where the list comprises no more than three (3) times the number of

representatives to be elected by the department concerned. Each nominating ballot shall be accompanied by a list of those eligible for election. All elections shall be by secret ballot, except that this may be waived when the final number of candidates does not exceed the number of vacancies. The ballot shall be drawn up such that no less than onehalf () of the representatives elected by the department in question shall be faculty members holding academic rank unless the number of members holding academic rank in a department precludes this possibility. The entire voting faculty of a department shall vote on any ballot, both for those holding unqualified academic rank and for those holding qualified academic rank. The electoral process shall be initiated by March 1st, which is the final date for departments to submit their list of eligible voters and completed by May 1st. The new representatives shall take their seats, and the outgoing ones relinquish theirs, on the first day of June. Section 7. Resignations: Any representative who by leave of absence, or for other good reasons, anticipates that he or she will be unable to attend meetings of the Faculty Council for one (1) year or more shall resign at least one (1) month prior to his or her non-availability. If one-month notice is not possible, the alternate will be notified and will finish the term of the representative. Section 8. Vacancies: If vacancies in the Faculty Council happen by resignation or otherwise, the seat of an elected departmental representative shall be filled for the remainder of the term by a substitute chosen by and from the affected department in a special election to be held as soon as practicable, according to the procedures for regular elections. Section 9. Election of Officers: (a) Nominating Committee for the Election of Officers: The Nominating Committee for Election of Officers to the Faculty Council shall be composed of the President of the Faculty Council, the President-elect of the Faculty Council, the Chairs of the Standing Committee on Medical Curriculum, the Chair of the Medical Student Affairs and Academic Standing Committee, the three elected members of the Steering Committee, a member of the Faculty Council appointed by the Faculty Council President to the Nominating Committee from the Faculty Council at large and the Dean or designee, without vote. At least one member of the Nominating Committee must be a member of the volunteer faculty. (b) Officers of the Faculty Council: The Faculty Council shall choose from its current or past members a President, who shall be the presiding officer of the faculty, a Presidentelect, a Secretary and a Parliamentarian. The Dean shall not be eligible for election as an officer of the Faculty Council. Newly elected officers of the Faculty Council shall assume office immediately upon election. All elections of these officers shall be conducted by

secret ballot under the supervision of the Standing Committee on Elections and Bylaws of the Faculty Council, and shall be completed at the first meeting of the Faculty Council in June. The nominating committee shall present the slate of candidates to faculty council, with additional nominations for officers of the Faculty Council made from the floor. The Secretary and Parliamentarian shall serve for two (2) years. The President of the Faculty Council shall be elected one (1) year prior to assuming office, and shall serve one (1) year as President-elect, and thereafter for one (1) year as President. An officer shall serve his or her full, designated term as officer and during that time may continue to serve as one of the elected representatives from his or her department. Elected officers shall not succeed themselves in their respective offices. In the absence of the President, the President-elect shall serve as presiding officer of the Faculty Council. In the absence of both, the Secretary shall preside. Section 10. Meetings: (a) Regular Meetings: The Faculty Council shall hold regular meetings once a month (with December and July meetings optional) at a time to be determined by the Council. The time, place, and agenda of such regular meetings shall be available to the electorate at least seven (7) calendar days prior to the meeting. All meetings of the Faculty Council shall be open to observers who are members of the electorate. Typical agenda items will include reports from the President of Faculty Council, the Dean of SMBS, Chair of Faculty Senate, as well as old business and new business reports. Periodic reports from the UUP representative should be given. (b) Special Meetings: A Special Meeting of Faculty Council may be called by the President of the Council, upon petition of at least twenty-five percent (25%) of the membership of the Council or at least ten percent (10%) of the electorate. Such petitions will be presented to the Secretary of the Council. For meetings called by petition, the agenda specifying the topics to be discussed at this meeting shall be included in the notice of the meeting, and discussion at this meeting shall be restricted to the specified topics. The Secretary of the Council shall send notice of special meetings of the Faculty Council, and these special meetings should be held within two (2) weeks of the receipt of a petition, should this occur when the School of Medicine and Biomedical Sciences is in session, or within the first two (2) weeks of session if the petition is received during an official recess or in the two (2) week period prior to such recess. Any decision of the Faculty Council may be challenged by calling for a special meeting of the electorate. Such a meeting of the electorate requires a petition signed by at least twenty-five percent (25%) of the membership of the Faculty Council or at least ten percent (10%) of the electorate. Such petitions are presented to the Secretary of the Faculty Council. Notice of a special meeting of the electorate shall be transmitted in writing by the Secretary of the Faculty Council to each member of the electorate two (2) weeks prior to the meeting and shall include the agenda. For meetings called by petition, the specified decision of the Faculty Council being submitted to the electorate shall be identified in the notice of the meeting and discussion at the meeting shall be restricted to this subject. The Secretary of the Faculty Council shall send the notice of such meetings

within three (3) weeks of receipt of the petition should this occur when the School of Medicine and Biomedical Sciences is in session or within the first three (3) weeks of session if the petition is received during an official recess or in the three (3) week period preceding such recess. (c) Standing Order of Business: A Standing Order of Business in all regular Faculty Council meetings is that any policy resolution recommendations to the Faculty Council by any of the Standing Committees must be first read to the Faculty Council at a previous regular meeting before being voted upon for approval. (d) Rules of Order: The Faculty Council shall draw up and adopt a code of Standing Orders that shall prescribe the conduct of its business. Unless otherwise specified, the current edition of "Robert's Rules of Order" shall apply. The Standing Orders and any amendments thereto shall be distributed to all members of the electorate within two (2) weeks of their adoption. The Standing Orders may be amended, or new Standing Orders added, by affirmative vote of two-thirds (2/3) or more of those present and voting at any meeting of the Faculty Council, or, if notice of such a proposed amendment or addition was given in the call for that meeting by a majority vote of those present and voting. Standing Orders may be suspended for any meeting or portion thereof by affirmative vote of at least two-thirds (2/3) of those present and voting. The faculty council meeting will typically include: a) approval of minutes, b) reports of the president of faculty council, Dean of SMBS, Chair of Faculty Senate, c) special reports, d) old business, e) new business, and f) items from the floor. (e) Quorum: A simple majority of the total membership of the Faculty Council shall constitute a quorum. For meetings of the electorate, ten percent (10%) of the membership of the voting faculty shall constitute a quorum. (f) Absenteeism: It shall be the obligation of elected representatives to attend all meetings of the Council, or to insure that their alternates attend when they are unable to do so. If an elected member of the Faculty Council or his or her alternate is absent from any two (2) consecutive regular meetings of the Council, or three (3) meetings during the year, without satisfactory explanation of such absence to the President of the Faculty Council, the absent member shall be dropped automatically from membership; and his or her constituency shall conduct an election to fill the unexpired term, upon notification by the Secretary of the Faculty Council. The Secretary shall keep attendance records of Faculty Council meetings. Section 11. Minutes: The Secretary of the Faculty Council shall record in the minutes all proceedings, decisions and resolutions taken at each Faculty Council meeting. The minutes of each meeting shall be distributed to all members of the Faculty Council, and made available to all members of the electorate, within three (3) weeks after the meeting. Section 12. Conduct of Elections:

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There shall be a Standing Committee on Elections and Bylaws to oversee elections to the Faculty Council and elections of the officers of the Faculty Council. The written charge to the Committee on Elections and Bylaws shall contain procedures where they are not specified in these Bylaws. Section 13. Steering Committee of the Faculty Council: (a) Function: There shall be a Steering Committee of the Faculty Council. The Steering Committee shall represent, and act on behalf of, the Faculty Council in all matters within the purview of the Faculty Council. All actions of the Steering Committee shall be subject to prior or subsequent approval of the Faculty Council. Every effort will be made to ensure that the Steering Committee has representation from both basic science and clinical departments. (b) Membership: The Steering Committee shall be composed of: (I) Three (3) members of the Faculty Council elected by and from the members of the Faculty Council, who can each serve 2 successive one-year terms. (II) Four (4) officers of the Faculty Council: The President, President-elect, Secretary, and Parliamentarian. (III) The immediate past-President of the Faculty Council. (IV) The two (2) Faculty-Council representatives serving on the Executive Committee of the School of Medicine and Biomedical Sciences. (c) Service (I) The President of the Faculty Council shall serve as chair of the Steering Committee without vote except in case of tie. (II) The Secretary of the Faculty Council shall serve as the Steering Committee's secretary. (III) The Dean of the School of Medicine and Biomedical Sciences or designee shall have no vote on the Steering Committee. (d) Powers and Duties: (I) Standing and ad hoc committees that are required to report to the Faculty Council shall present such reports in writing to the Steering Committee for transmittal to the Faculty Council. The Steering Committee shall have the obligation to append its recommendations to all Committee reports and to transmit such reports without delay.

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(II) The Steering Committee, through the President of Faculty Council, shall report its opinions and recommendations to the Faculty Council at all regular and at such special meetings as may be necessary. (III) The Steering Committee shall meet at least monthly; it shall prepare and transmit to the electorate the agenda for all regular and special meetings of the Faculty Council and meetings of the electorate. (IV) The Steering Committee shall serve as the Committee on Committees of the Faculty Council and as the Nominating Committee for all Standing Committees of the Faculty Council and their chairs. Additional nominations to the Standing Committees of the Faculty Council can be made from the floor. The chairs of all Standing Committees of the Faculty Council shall be drawn from either the members of the Faculty Council or from those members of the committee in question who have sat on the committee for the preceding two years. If such individuals are not members of the Faculty Council by virtue of election or voting ex officio status, they will gain non-voting ex-officio status on Faculty Council by virtue of their election to the position of Committee Chair. Section 14. Committees: (a) Members of the Standing Committees should be elected by ballot of the Faculty Council according to procedures that the Council shall choose. These procedures shall be in accordance with stipulations made in Article III, Section 15, of the Bylaws. In nominating committee members and committee chairs, the Faculty Council shall be mindful of the advantages of maintaining continuity, and to have equitable representation from basic science and clinical departments. (I) The Standing Committee on the Medical Curriculum shall evaluate curriculum, monitor outcomes, formulate and recommend the curricular policy and academic programs leading to the M.D. Degree in the School of Medicine and Biomedical Sciences to the Faculty Council. Eleven (11) faculty members, each with voting privileges, shall be members of the Curriculum Committee. The faculty members shall include the Dean of Curriculum, the chair of the Phase I Committee (or designee), the chair of the Phase 2 Committee (or designee), four (4) faculty members from the Phase 1 years and four (4) faculty from the phase 2 years. Four (4) medical students, one (1) from each student year, selected by the representative Medical Student Government, shall be members of the Committee, each with voting privileges. The Dean or designee shall be an ex officio member of the Committee. (II) The Standing Committee on Medical Student Admissions Policy shall consist of no less than the following members: The President of the Faculty Council or designee, the Dean or designee, two (2) members from the basic sciences departments of the School elected by the Faculty Council, two (2) members from the clinical departments of the School elected by the Faculty Council, two (2) medical students, one (1) from the preclinical and one (1) from the clinical years, selected by the representative Medical Student Government, and the administrative officer of the School in charge of

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Admissions. This Committee shall recommend policy to the Faculty Council in the area of medical student admissions to the School. It shall also nominate a slate of candidates, in number not less than twice the number of positions to be filled, for the Committee on Admissions. From this slate the Dean shall select members of the Committee on Admissions, whose function shall be the screening and recommendation of the candidates to the Dean for admission to the School as medical students. Members of the Committee on Admissions shall be appointed for a three (3) year term, and may be reappointed. Their terms shall be staggered so that approximately one-third (1/3) of the committee is newly appointed each year. (III) The Standing Committee on Faculty Appointment, Promotion, Tenure and Privileges shall review the policies and procedures of the School of Medicine and Biomedical Sciences concerning appointment, promotion, granting of tenure, and termination of faculty, and shall make recommendations to the Faculty Council in such matters, consistent with the current Policies of the Board of Trustees. The Dean, or designee, shall be an ex-officio member of the Committee. (IV) The Standing Committee on Elections and Bylaws shall oversee the conduct of all faculty elections in the School of Medicine and Biomedical Sciences. This Committee shall also serve the Faculty Council as Bylaws Committee that shall conduct continuing review of the Bylaws of the School of Medicine and Biomedical Sciences. The Dean or designee shall be an ex-officio member of the Committee. (V) The Standing Committee on Affiliated Institutions, Clinical Affairs, and Graduate Medical Education shall review, formulate, and make recommendations to the Faculty Council regarding the graduate medical education policy and academic programs of the School of Medicine and Biomedical Sciences, particularly with reference to the planning and implementation of these policies and programs by the Consortium on Graduate Medical and Dental Education; it shall review matters of common interest between the School of Medicine and its affiliated institutions, particularly as these relate to the strength, structure, and support of academic departments in the clinical areas. Two (2) fourth year medical students and two (2) house officers will be members of the Committee. The Dean or designee shall be an ex-officio member of the Committee. (VI) The Standing Committee on Facilities Planning and Budget shall review the fiscal policies of the School of Medicine and Biomedical Sciences as they relate to its present and proposed educational objectives, and make recommendations to the Faculty Council in the area of budget planning. The administrative officer in charge of budget and financial operations of the School of Medicine and Biomedical Sciences and the Associate Dean for Research and Graduate Studies shall be ex-officio members of this Committee. (VII) The Standing Committee on Medical Student Affairs and Academic Standing shall review the School of Medicine and Biomedical Sciences policies affecting medical students, and make recommendations to the Faculty Council concerning medical student affairs. The voting membership of the Student Affairs and Academic Standing

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Committee shall consist of at least two times as many faculty as there are medical students on the Committee. The medical student membership of the Committee shall consist of one (1) student from each of the four years of medical instruction, all selected by the representative Medical Student Government. The Dean or designee shall be an exofficio member of the Committee. (VIII) The Standing Committee on Continuing Medical Education shall review, formulate, and recommend continuing medical educational policy and academic programs of the School of Medicine and Biomedical Sciences to the Faculty Council. The Dean or designee shall be an ex-officio member of this Committee. (IX) The Standing Committee on Graduate Educational Policies in Biomedical Sciences shall review, formulate, and recommend policies relating to graduate programs of study leading to M.S., M.A., and Ph.D. degrees in the School. Faculty members, one (1) from each program and one (1) from a clinical department will be elected by the Faculty Council for staggered terms of two (2) years, no more than one-half () of the Committee being replaced in any one (1) year. No more than one-third (1/3) of the elected members of the Committee shall be program directors. Four (4) students selected by the representative Biomedical Sciences Graduate Student Association, shall also be members. All the above shall have voting privileges. The Dean or designee shall be an ex-officio member of the Committee. (X) The Standing Committee on Biomedical Research Affairs shall evaluate, formulate, and recommend to the Faculty Council policies and programs designed to foster and maintain a supportive research environment within the Medical School. The student membership of the committee shall consist of two (2) students, one (1) medical student and one (1) graduate student. The Dean or designee shall be an ex-officio member of the Committee. (XI) The Standing Committee on Faculty Council Resolutions and Policies shall maintain a file of resolutions and policies submitted by Faculty Council committees and approved by the Faculty Council. 1. This committee shall track the implementation and outcome of said resolutions and policies and shall provide routine update reports to the Faculty Council of their status. 2. The Committee chair shall notify the Faculty Council Steering Committee when the execution of a resolution has been completed. 3. The file of active and executed resolutions shall be maintained on the web and their status updated as changes occur. 4. All files shall be transferred to the committee chair upon succession.

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5. The membership of the committee shall include faculty from the SMBS, as well as the immediate past president of the Faculty Council, a staff support person from the Office of Medical Computing, and the Dean or designee. 6. The term of membership will be three (3) years with approximately one third of the membership being replaced each year except for the immediate past president whose term shall be for one year and support staff and the Deans designee, whose terms are indeterminate. (b) Ad hoc Committees: The Steering Committee of the Faculty Council or the Dean may appoint ad hoc committees. Members and chairs of ad hoc committees shall be selected by the Steering Committee or the Dean. Ad hoc committees appointed by the Dean shall include the President of the Faculty Council or designee, if the President of the Faculty Council so chooses; ad hoc committees appointed by the Steering Committee shall include the Dean or designee, if the Dean so chooses. (c) Ad hoc Promotion Committees: At the School of Medicine level of organization the Sequence of Review will utilize Ad Hoc Promotion Committees. Promotions of the faculty are initiated by the departmental chair, and are reviewed and acted upon by the appropriate ad hoc appointment and promotion committee. Three Ad Hoc Appointment and Promotion Committees will be utilized in the School of Medicine - a Committee for Appointment and Promotion to Unqualified Ranks, a Committee for Appointment and Promotion to Research Ranks and a Committee for Appointment and Promotion to Clinical Ranks. All of these Committees will be appointed by the Dean of the School of Medicine from panels supplied by the Steering Committee of the Faculty Council to the Dean on or before September 25 of each year. The panels to be provided by the Steering Committee to the Dean shall consist of twice the number of vacancies. Members of these Committees should serve for three years. Each committee shall be so constructed that approximately 1/3 of the Committee shall turn over each year. Ad hoc Promotion committee members must recuse themselves from the meeting if they have a conflict of interest with any individual being considered for promotion. Conflicts of interest include: a close personal relationship, a close professional relationship, a financial/personal property relationship or an employer/employee relationship. The report of the committee deliberations will report numerical voting results in the following four categories: recused/conflict of interest, in favor, opposed and abstained. (I) Ad Hoc Committee for Appointment and Promotion to All Unqualified Ranks This Committee shall consist of a Chair and 18 members who shall be tenured faculty members in the School of Medicine and Biomedical Sciences. Not more than five of

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these committee members shall be Chairs of Departments. . Consideration of equitable distribution between the Basic Science and Clinical Faculty shall be given in the nominations of the panel and in the appointments to this committee.* (II) Ad Hoc Committee for Appointment and Promotion to all Research Ranks This committee shall consist of a Chair and five members. No more than two members shall be Chairs of Departments and no more than two members shall be Research Professors or Research Associate Professors, and no more than two shall be department Chairs. (III) Ad Hoc Committee for Appointment and Promotion to all Clinical Ranks This committee shall consist of a Chair, four Clinical Professors or Clinical Associate Professors, four Clinical Department Chairs rotating through the Clinical Chairs and eight tenured faculty members of whom two may be Chairs of Basic Science Departments. For the purposes of this committee, the Department of Pathology is to be considered as a Clinical Department. *For the purpose of this committee, the Department of Pathology is to be considered a basic science department. (d) Responsibilities of the Committees: Each Standing Committee, Subcommittee and ad hoc committee of the Faculty Council shall keep a permanent record of their minutes and transmit these to the Secretary of the Faculty Council. Documents and Policies approved by faculty council during an academic year will be transmitted to The Standing Committee on Faculty Council Resolutions and Policies. Section 15. Structure and Duties of Standing Committees: (a) Faculty members of the Standing Committees shall be elected for renewable three (3) year terms, unless otherwise noted, up to a maximum of four consecutive terms, with no more than half of the membership of any committee to be elected in any one year unless this is necessitated by resignations. Their duties shall commence immediately upon election. Voting membership on Standing Committees may include faculty members who are not members of the voting Faculty Council, medical and graduate students enrolled in the School of Medicine and Biomedical Sciences, other members of the University community and related community organizations. (b) No more than one third (1/3) of the members of any Standing Committee, including its chair, shall also be members of the Executive Committee of the School of Medicine and Biomedical Sciences, as defined in ARTICLE VI, Section 1, of these Bylaws. (c) Any member(s) of a Standing Committee shall have the privilege of filing a minority report concomitantly with the majority report of his or her committee.

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(d) Continuity of Standing Committees: Existing Standing Committee membership from the previous academic year will continue working as if reappointed into the next year until the Faculty Council is able to act on new committee appointments and charges. Section 16. Mail Ballot and Referendum: (a) Mail Ballot: In the normal course of its deliberations, the Faculty Council may choose to present alternatives to the voting faculty on a mail ballot. A mail ballot is mandated when it is requested by twenty-five percent (25%) or more of the total membership of the Faculty Council within twenty (20) days (exclusive of University recesses or weekends) following notification of any action taken by the Faculty Council. When a mail ballot is mandated, an alternative resolution to that adopted by the majority shall appear upon the ballot if it has the support of more than twenty-five percent (25%) of the total membership of the Faculty Council. Any alternative presented shall be limited to the general issue of the proposition adopted by the majority of the Faculty Council. (b) Referendum: A referendum (a vote of yes or no on a proposition adopted by the majority of the Faculty Council) is mandated when it is requested by twenty-five percent (25%) or more of the total membership of the Faculty Council, or upon petition of five percent (5%) of the voting faculty delivered to the Secretary of the Faculty Council within twenty (20) days (exclusive of University recesses or weekends) following notification of any action taken by the Faculty Council. (c) Conduct of Mail Ballots and Referenda: (I) The mail ballot or referendum shall be conducted under the supervision of the Standing Committee on Elections and Bylaws and shall be completed within fifteen (15) days following the distribution of the ballot together with supporting statements and any relevant recommendations. (II) For purposes of this Section 16, all matters submitted to a mail ballot or referendum shall be deemed approved if they receive an affirmative vote from a majority of votes cast by eligible members of the voting faculty. (III) Any matter may be referred for mail ballot or referendum except questions of order and privilege; and except motions to adjourn, to fix the time in which to adjourn, to accept minutes of previous meetings, to receive reports and to refer to committees for study and report. However, nothing in the forgoing shall be deemed to apply to amendments to the Bylaws that shall be governed exclusively by provisions specified in ARTICLE VIII below or to changes in departmental structure that shall be governed exclusively by provisions specified in ARTICLE VII below. (IV) The mail ballot may be conducted by conventional written balloting procedures, or by electronic ballot. Section 17.Secretarial Assistance

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(a) There shall be secretarial services available to assist the Faculty Council with communication and record keeping. These services shall be provided by the School of Medicine and Biomedical Sciences, State University of New York at Buffalo. ARTICLE IV THE DEAN Section 1. Responsibilities: The Dean is the Chief Administrative Officer of the School of Medicine and Biomedical Sciences and bears the responsibility and authority for: (a) Appointment and Promotion of Faculty: The Dean shall bear the responsibility for recommendations to the Provost regarding the appointment and promotion of faculty in the School of Medicine and Biomedical Sciences, with due consideration given to the recommendations made by the appropriate ad hoc Appointment and Promotion Committee. The Dean bears responsibility for appointing search committees for department chairs in the School of Medicine and Biomedical Sciences. The Dean receives the recommendations of the search committees, conducts the necessary negotiations to secure the services of a candidate, and makes an appropriate recommendation to the Provost. New faculty members are appointed upon recommendation of the chair of the appropriate department with advice of his or her faculty. When an appointment involves a tenurial commitment, it is reviewed by the ad hoc Committee on Appointment and Promotion to Unqualified Ranks. In matters of procedure concerning appointment and promotion, the Dean shall consult with the faculty as such consultation is defined in ARTICLE I, Section 1, (I), and ARTICLE III, Section 1; the Standing Committee on Faculty Appointment, Promotion, Tenure and Privileges, defined in ARTICLE III, Section 14, (III) shall represent the faculty in such consultation. (b) Preparation of Budget: The Dean bears responsibility for development of the annual budget of the School of Medicine and Biomedical Sciences. Each of the following budgetary activities will be carried out by the Dean in consultation with the individual department chairs. (I) The Dean shall develop and justify requests for professional and non-professional positions and for appropriate supporting funds as necessary for the maintenance and development of the educational program of the School of Medicine and Biomedical Sciences, including all of its departments and divisions; he or she shall assign professional and non-professional positions and supporting funds to the departments or divisions of the School; and he or she shall further develop requests for necessary changes in staffing patterns including funding necessary to achieve such changes.

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(II) The Dean shall make equitable distribution of funds available for promotions and merit increases. (III) The Dean shall be responsible for procurement, assignment and management of monies derived from or through the University, including endowment funds, for the research, educational and service programs of the School. (IV) The Dean shall report regularly, and not less than annually, to the Faculty Council concerning budget. (V) The Dean of the School of Medicine and Biomedical Sciences, with the appropriate department chairs, shall negotiate arrangements relative to participation of the faculty in education and professional activities in other University divisions. (c) Development and Assignment of Facilities and Institutional Resources Including Space: The Dean is the chief spokesperson and negotiator for the School of Medicine and Biomedical Sciences in dealing with the University administration concerning assignment of academic and non-academic space within University-controlled buildings for the use of individual departments and divisions of the School. As with faculty appointments and budget, advice shall be sought from department chairs and the Faculty Council. (d) Supervision of Professional Activities of the Faculty, Including Educational and Service Activities: The Dean has responsibility and authority for the conduct of such operations as: admissions of students, counseling and promotion of students, recommendations for the awarding of degrees, and maintenance of appropriate professional conduct within the student body. The Dean is responsible for assuring that the appropriate elements of medical education are included in the programs of the School, and that a balance in instruction is maintained among the various aspects of medical education as they relate both to basic science and to clinical medicine. The Dean also bears the responsibility for maintenance of quality in the total research efforts of the School. (e) Committees: The Dean has the responsibility and authority to appoint such ad hoc committees as may be required to assist him or her in the discharge of his or her responsibilities. The Dean is an ex officio member of all committees of the School of Medicine and Biomedical Sciences. (f) Executive Committee Report to the Faculty Council: The report of the actions of the Executive Committee by the Dean shall be a standing order of business in all regular Faculty Council meetings. ARTICLE V

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DEPARTMENT CHAIRS Section 1. Responsibilities: The responsibilities of chairs of departments in accord with the Current Policies of the Board of Trustees, are as follows: (a) Responsibilities of Chair to the Dean: The chair's responsibilities to the Dean include the following: (I) Development of an academic plan for the department. The department chair is responsible for the development of a cohesive plan that will permit the department to meet it obligations for teaching in accordance with the institution-wide plan developed by the Dean and the Faculty Council. (II) Recommendations regarding the appointment of new faculty members within his or her department and promotion of existing faculty. (III) Recommendations concerning financial remuneration of faculty members. (IV) Development with appropriate justification of recommendations for space and facilities, and authority for assignment of space and resources that have been allocated to the department (V) Development of an appropriate research program. (VI) Responsibility for assuring that a department receives appropriate accreditation by the Association of American Medical Colleges and other accrediting bodies. (a) Responsibilities of the Chair to Students: The chair is responsible for the quality of the teaching program. In addition, he or she bears the responsibility for the correct recording, documentation and certification of performance for all students in his or her department. (b) Service Responsibilities: In cases in which the University has a contractual relationship with community or other institutions, the chair is responsible for assuring that those contractual relationships within his or her discipline are honored and that appropriate service as well as teaching activities are being carried out in those affiliated institutions. Decisions concerning all these matters shall be developed in consultation with faculty members of the concerned department or division. ARTICLE VI THE EXECUTIVE COMMITTEE

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Section 1. Composition: The voting membership of the Executive Committee shall consist of: (a) The Dean of the School of Medicine and Biomedical Sciences or designee shall be the presiding officer of the Executive Committee. (b) The chair or acting chair of the following departments of the School of Medicine and Biomedical Sciences. Anesthesiology Biochemistry Biotechnical and Clinical Laboratory Sciences Dermatology Emergency Medicine Family Medicine Gynecology and Obstetrics Medicine Microbiology Neurology Neurosurgery Nuclear Medicine Ophthalmology Orthopaedics Otolaryngology Pathology and Anatomical Sciences Pediatrics Pharmacology and Toxicology Physiology and Biophysics Psychiatry Radiation Oncology Radiology Rehabilitation Medicine Structural Biology Surgery Urology (c) The President of the Faculty Council and the President-elect of the Faculty Council. The Secretary of the Faculty Council shall serve as alternate for these two (2) officers. (d) Two (2) elected Faculty Council members, one (1) from a basic science department and one (1) from a clinical department, and one (1) alternate shall be elected to the Executive Committee by the Faculty Council and serve two years. Both shall become ex officio members of The Steering Committee of the Faculty Council, and shall be elected alternate years, so that the two members serve terms that overlap by 1 year.

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If the chair, or acting chair, of the departments listed in (b) above cannot be present at a particular meeting, he or she shall designate an alternate from his or her department who shall serve as a voting member pro tem of the Executive Committee. Section 2. Responsibilities: The Executive Committee is the major administrative committee of the medical school. Its responsibilities include the following: (a) It develops administrative policy (b) It reviews and acts upon nominations for the position of departmental chair. (c) It acts upon recommendations by the appropriate Review Committees for the promotion of students and awarding of degrees. Section 3. Elections and Term of Office: The Dean and the department chairs shall serve on the Executive Committee during the tenure of their respective offices, as shall the President and Secretary of the Faculty Council. The members of the Executive Committee elected by and from the Faculty Council shall serve terms of two (2) years, and may succeed themselves once. Candidates for election to the Executive Committee shall be nominated by the Faculty Council and elected by a secret ballot during the first meeting of the Faculty Council after the newly elected Council members assume their seats in June. ARTICLE VII DEPARTMENTS OF STUDY Section 1. Listing of Departments of Study: (a) Basic Science Departments Biochemistry Microbiology Pathology & Anatomical Sciences Pharmacology and Toxicology Physiology and Biophysics Structural Biology (b) Clinical Departments Anesthesiology Biotechnical & Clinical Laboratory Sciences Dermatology Emergency Medicine Family Medicine

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Gynecology and Obstetrics Medicine Neurology Neurosurgery Nuclear Medicine Ophthalmology Orthopaedics Otolaryngology Pediatrics Psychiatry Radiation Oncology Radiology Rehabilitation Medicine Surgery Urology Section 2. Changing Departmental Structure: A "change in department structure" is a situation in which there is a dissolution of a department, a merger of two or more departments, or a major reorganization within a department. Recommendations for changes in the departmental structure of the School of Medicine and Biomedical Sciences may be initiated either by the Faculty Council or by the Dean and Executive Committee. The Faculty Council, with the agreement of the Dean and Executive Committee, shall proceed to appoint an ad hoc committee to consider such recommended changes. This ad hoc committee shall follow the Evaluation Process Model for Changing Departmental Structure (Appendix A). To be accepted, the recommendation of the ad hoc committee must be approved by at least two-thirds (2/3) of the total membership of the Faculty Council. Voting on the proposed changes may take place at any Faculty Council meeting. Alternatively, after discussion of the proposed changes at such a meeting, and with the approval of at least two-thirds (2/3) of the members present and voting, the entire membership of the Faculty Council shall be polled by secret mail ballot. The mail ballot shall be conducted as described in ARTICLE III, Section 16 (c), (I). The vote mailing may include appropriate position papers. The recommended change shall be deemed approved if it receives an affirmative vote of twothirds (2/3) of the members of Faculty Council that submitted a vote. If changes are approved, the listing of departments, divisions and other units as it appears above shall take place without further necessity for amendment of these Bylaws. ARTICLE VIII BASIC SCIENCE COUNCIL AND CLINICAL COUNCIL Section 1. Composition: The membership of the Basic Science and Clinical Councils shall consist of:

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(a) Basic Science Council - the chairs of the basic science departments listed in Article VII, Section (a). (b) Clinical Council - the chairs of the clinical departments listed in Article VII, Section (b). The chair of the Department of Pathology shall also be included on the Clinical Council. Section 2. Responsibilities: The Basic Science and Clinical Councils are idea sharing, problem solving, and advisory groups that do not have authority to implement medical school policies. The Basic Science and Clinical Councils shall meet independently each month for discussion of matters pertinent to each respective council. ARTICLE IX ADOPTION AND AMENDMENT OF THE BYLAWS Section 1. Proposal of New Amendments or Bylaws: New Bylaws of the Faculty Council or amendments to the Bylaws may be proposed by The Elections and Bylaws Committee, by a member of the Faculty Council or by a written petition of at least five percent (5%) of the faculty to the President of the Council. If submitted by a faculty council member or by written petition of the faculty, the proposed Bylaw or amendment will be submitted to the Standing Committee on Elections and Bylaws for their review. Their review shall be presented to the Council. Section 2. Adoption of New Bylaws or Amendments: The Faculty Council shall vote on the proposed new Bylaw or amendment. The rules regarding acceptance of the proposal shall be the same as the rules regarding acceptance of other Faculty Council proposals with two exceptions; 1) a two-thirds (2/3) majority of the Council shall be required; 2) the proposal must be submitted to the voting faculty of SMBS for mail ballot for a confirmatory vote. To do this, a copy of the proposal, plus a statement defining the change in the existing Bylaws, will be sent to the faculty members via conventional mail or sent electronically. A favorable vote by a simple majority of those returning their ballots within a three-week period after the date of the mailing shall be deemed a favorable confirmatory vote and the new Bylaw or amendment will be in force.

Appendix A Evaluation Process Model for Changing Departmental Structure 1. Change of Departmental Structure is proposed

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Individual or Group making proposal must indicate background, rationale and expected outcome of the merger. 2. Internal Evaluation by each Department - Strengths and Weaknesses a) Educational Programs b) Scholarly (Research Programs) c) Clinical Programs/Practice d) Faculty e) Departmental Governance 3. Impact of Change in Departmental Structure as determined by each Department a) Educational Programs b) Scholarly (Research Programs) c) Clinical Programs/Practice d) Faculty e) Departmental Governance 4. External Review - ad-hoc Committee - Opportunities, Advantages, and Disadvantages: Impact of Change in Departmental Structure on School, University and WNY a) Educational Programs b) Scholarly (Research Programs) c) Clinical Programs/Practice d) Faculty e) Community 5. Summary Report of Recommended Changes in Departmental Structure by the Ad-Hoc Committee a) Departmental Structure b) Departmental Governance

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c) Educational Programs d) Scholarly (Research Programs) e) Clinical Programs/Practice f) Faculty g) Conflict Resolution Mechanism 6. Ad Hoc Committee presents the Summary Report to the Faculty Council. 7. Faculty Councils votes to recommend/reject the proposed change in departmental structure. 8. The Faculty Council Recommendation is presented to the Executive Committee. 9. The Dean sends the Faculty Council report and recommendation along with his/her own recommendation to the Provost. 10. The Provost forwards the report and recommendations to the Faculty Senate. 11. Faculty Senate reviews the report and recommendations and sends its own recommendation to the Provost. 12. The Provost sends the report and recommendations along with his/her own recommendation to the President. 13. The President reviews the report and all recommendations and makes a final decision regarding the proposed change in departmental structure. 14. Administration implements the final decision.

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